Terms & Conditions

These Terms & Conditions ("Terms") are a legal agreement between you and Smart Solution Labz LLC, a limited liability company organised under the laws of the State of Wyoming, United States of America ("Smart Solution Labz", "we", "us" or "our"), and govern your access to and use of the Clocker application, websites and related services (together, the "Service").

Smart Solution Labz owns and operates the Service (including the software, servers and data storage) and is the party you contract with. Billing, payment collection, invoicing (including any applicable EU VAT), sales and first-line support for the European market are handled by Smartyn d.o.o. (Croatia), acting as our authorised reseller and merchant of record (the "Reseller").

By creating an account, ticking the acceptance box, or using the Service, you agree to these Terms. If you do not agree, do not use the Service. If you are using the Service on behalf of a company or other organisation, you confirm that you are authorised to bind that organisation to these Terms, and "you" means that organisation.

1. Definitions

• "Account" - the account you register to access the Service.
• "Workspace" - a company environment you create in the Service, including its members, settings and data.
• "Administrator" - a user with rights to manage a Workspace, its members and its subscription.
• "Member" - any user you invite to a Workspace (for example, an employee or team member).
• "Customer Data" - all data you or your Members submit to or generate in the Service, including time records, locations, bookings, client records, notes, files and attachments.
• "Subscription" - a paid plan giving access to the Service for a billing period.
• "Free Trial" - the 28-day trial period described in Section 6.

2. Eligibility

You must be at least 18 years old and able to form a binding contract to use the Service. The Service is intended for business and professional use (workforce, time-tracking, bookings and client management) and is not directed at consumers for personal or household purposes. Where you use the Service as an individual acting outside your trade or profession, mandatory consumer-protection rights described in Section 18 apply.

3. Your account

To use the Service you must create an Account and provide accurate, current and complete information. You are responsible for:

• keeping your login credentials confidential;
• all activity that occurs under your Account; and
• notifying us promptly at info@s-labz.com if you suspect any unauthorised use.

We may refuse, suspend or close an Account that we reasonably believe has been used in breach of these Terms or applicable law.

4. Workspaces, Administrators and Members

When you create a Workspace you become its Administrator. As Administrator you are responsible for the Workspace, for the Members you invite, for the permissions you assign to them, and for ensuring that your use of the Service (including any monitoring of Members, such as location check-in) complies with applicable employment, privacy and data-protection laws in your jurisdiction. You must inform your Members about how their data is collected and used through the Service and obtain any consents required by law.

5. The Service and licence to use

Subject to these Terms and to your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for your internal business purposes during your subscription or Free Trial.

The Service may include, among other features: time tracking (including automatic split of normal, night, weekend and overtime hours), location-based check-in, work orders, reservations and events with custom templates, a client CRM, notes and tasks, offline use with later synchronisation, and payroll/payment calculations. We may add, change or remove features over time. Some features may depend on your plan.

6. Free Trial

We may offer a Free Trial of 28 days. No payment card is required to start a Free Trial, and because we hold no payment method, nothing is charged when it ends. Before the Free Trial expires we will send you a reminder (by email and/or in the Service) so the end does not take you by surprise.

At the end of the Free Trial, access to paid features stops unless you start a paid Subscription. Your Workspace and its Customer Data are retained for 80 days after expiry, so you can subscribe within that window and continue where you left off; see the Privacy Policy for what happens afterwards.

We may change or withdraw the Free Trial, or limit eligibility, at any time. Only one Free Trial is available per organisation unless we agree otherwise.

7. Subscriptions, fees and billing

Plans and prices. Paid plans and their prices, features and billing cycles are shown in the Service at the time of purchase and on our website. Prices are stated in EUR unless indicated otherwise.

Per-user pricing and volume tiers. The Subscription is priced per user, at a daily rate that depends on how many users your Workspace has. The rate applies to every user in the Workspace, not only to users above a threshold. The current tiers are:

Users in the Workspace	Price per user, per day
1	0.80 EUR
2-4	0.62 EUR
5 or more	0.53 EUR

A monthly Subscription is charged as the daily rate x 30 per user, regardless of how many calendar days the month actually has. An annual Subscription is charged as 10 monthly payments for twelve months of access.

Changing your team size. The number of users is counted at the start of each billing period, and that count determines both the tier and the amount payable for that period. Adding or removing users during a period does not change the current invoice; the new count and any resulting tier change apply from your next renewal. We do not pro-rate mid-period changes, and no refund is due for a user removed during a period you have already paid for.

Merchant of record. Subscription charges are collected, and invoices (including any applicable EU VAT) are issued, by the Reseller, Smartyn d.o.o.; the charge on your statement may appear under "Smartyn" or "Worldline".

Payment processor. Payments are processed by Worldline, our third-party payment provider. By subscribing you authorise us, the Reseller and Worldline to charge your chosen payment method for the fees due. We do not store your full card details; those are handled by Worldline under its own terms and security standards.

Auto-renewal. Subscriptions renew automatically at the end of each billing period for a further period of the same length, at the then-current price, unless you cancel before the renewal date. You authorise recurring charges until you cancel.

Taxes. Prices are exclusive of applicable taxes (such as VAT) unless stated otherwise. You are responsible for all taxes associated with your Subscription, except taxes on our income. If you are VAT-registered you are responsible for providing a valid VAT identification number.

Price changes. We may change our prices. We will give you reasonable advance notice (at least 30 days) of any price increase before it applies to your next renewal. If you do not agree to a new price, you may cancel before it takes effect.

Late or failed payment. If a payment fails or is overdue, we may retry the charge, suspend or downgrade your access, and/or restrict features until payment is made.

8. Refunds and cancellation

You can cancel at any time; cancellation, refunds and any statutory withdrawal rights are described in our Refund & Cancellation Policy, which forms part of these Terms.

9. Acceptable use

Your use of the Service must comply with our Acceptable Use Policy, which forms part of these Terms. In summary, you must not misuse the Service, break the law, infringe others' rights, upload harmful or unlawful content, or attempt to disrupt, reverse-engineer or gain unauthorised access to the Service.

10. Customer Data and privacy

Your data. As between you and us, you own your Customer Data. You grant us a worldwide, non-exclusive licence to host, process, transmit, display and back up Customer Data solely to provide, secure, maintain and improve the Service and as otherwise permitted in our Privacy Policy.

Data-protection roles. For personal data that you or your Members put into the Service about identifiable individuals (for example, Member time records or client contact details), you act as the data controller and we act as your data processor, processing that data on your documented instructions to provide the Service. For account, billing and Service-operation data, we act as controller. The Reseller processes billing and support data on our behalf as our processor, and is an independent controller of its own statutory invoicing and accounting records. Our processing is described in the Privacy Policy, and the Article 28 GDPR terms that govern it are set out in the Data Processing Addendum (the "DPA"), which forms part of these Terms.

Work records, deletion and your Members' rights. (1) The work records created in your Workspace - time records, personnel data, payroll figures, documents you upload, and the operational records that name the people who did the work - are your records and, as between you and us, your property: you are the controller, we process them only on your instruction, and a Member who wants those records corrected, handed over or deleted must take that up with you, not with us. (2) Using a deletion control in the Service is your documented instruction to us as your processor: you warrant that you are entitled to give it, you remain solely responsible for your own statutory retention obligations, and you indemnify us under Section 17 for any claim arising from an instruction you gave. (3) The restore windows below, and the data that survives a deletion, are described in the DPA exactly as the Service implements them, and we may refuse or delay an instruction only in the narrow cases the DPA sets out.

Restore windows are a safety feature. Destructive actions do not take effect at once. Removing a Member with the "delete data" option withdraws their access immediately but keeps the data for 40 days, during which any Administrator can cancel and restore the membership in full; after that the deletion is permanent and irreversible. A person deleting their own Clocker account has the same 40-day window and can restore the account by signing in again. Transferring ownership of a Workspace takes effect only after a waiting period of 8 days that cannot be shortened, and the current owner can cancel it at any point in that period. These windows exist to protect you against mistakes and against a compromised Administrator account. They are not a commitment to retain, back up or recover your data beyond them, and they do not extend the retention periods described in the Privacy Policy or the DPA. Keeping your own records where the law requires it remains your responsibility (Section 15).

Removal log. Each Workspace keeps a permanent log of every removal, cancellation, reactivation and permanent deletion of a membership, recording who acted, on whom, in which mode and with what outcome. Only our servers write to it; your Administrators can read it. It is not deleted in response to a deletion instruction, because after a permanent deletion it is the only remaining record of who ordered it, and both of us may need it to answer a question or defend a claim. It is deleted with the Workspace itself. Section 6.5 of the DPA describes it in full.

Your responsibility. You are responsible for the accuracy, quality and legality of Customer Data, for having the legal basis and any consents needed to collect and process it (including any location or monitoring data about your Members), for informing your Members about how the Service handles their data (including that their name remains on your records after they leave), and for the way you use the Service.

11. Intellectual property

The Service, the Clocker software, and all related intellectual property are and remain the property of Smart Solution Labz LLC and its licensors. Except for the limited licence in Section 5, no rights are granted to you. You may not copy, modify, distribute, sell, lease, sublicense, reverse-engineer or create derivative works of the Service, except to the extent this restriction is prohibited by applicable law. "Clocker" and related logos are our trademarks; you may not use them without prior written permission.

Feedback. If you send us suggestions or feedback, you grant us a perpetual, irrevocable, royalty-free licence to use it without restriction or obligation to you.

12. Third-party services

The Service relies on third-party providers, including Google Firebase / Google Cloud (hosting and infrastructure, in the European Union) and Worldline (payments). The Service may also link to or integrate with third-party services (for example, map providers). We are not responsible for third-party services, and your use of them may be subject to their own terms and privacy policies.

13. Availability, support and changes

We aim to keep the Service available and reliable, but we do not guarantee that it will be uninterrupted, error-free or secure at all times. We may perform maintenance, and we may modify, suspend or discontinue all or part of the Service. Where a change is material and within our control, we will use reasonable efforts to give notice. Support is provided on a commercially reasonable-efforts basis via info@s-labz.com.

14. Beta and new features

We may offer features identified as beta, preview, trial or experimental. These are provided "as is", may be changed or removed at any time, may be less reliable, and are excluded from any service commitments and to the maximum extent permitted by law from warranties.

15. Warranties and disclaimers

To the maximum extent permitted by law, and except as expressly stated in these Terms or required by mandatory law, the Service is provided "as is" and "as available", and we disclaim all warranties, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. We do not warrant that the Service will meet your requirements, that payroll or hour calculations will be error-free or suitable for your legal obligations, or that data will never be lost. You are responsible for verifying outputs (such as calculated hours and pay) and for keeping your own records where legally required.

16. Limitation of liability

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law (including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation).

Subject to that:

• We are not liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, business, goodwill, or loss or corruption of data, however arising.
• Our total aggregate liability arising out of or relating to the Service and these Terms in any 12-month period will not exceed the greater of (a) the total fees you paid to us for the Service in the 12 months before the event giving rise to the liability, or (b) EUR 100.

These limitations apply regardless of the legal theory on which a claim is based and even if we have been advised of the possibility of such damages.

17. Indemnification

To the extent permitted by law, you will defend, indemnify and hold harmless Smart Solution Labz LLC and Smartyn d.o.o. and their officers, employees and agents from and against any claims, investigations, fines, damages, losses and reasonable costs (including legal fees) arising out of your Customer Data, your use of the Service in breach of these Terms or applicable law, your infringement of any third-party right, or any instruction you give us to delete or retain Customer Data (including work records), whether given through a deletion control in the Service or in writing.

18. Consumer rights

If you use the Service as a consumer (an individual acting outside your trade, business or profession) and are resident in the European Union, you keep all mandatory rights under applicable consumer-protection and data-protection law, and nothing in these Terms limits those rights. This includes any statutory right of withdrawal, which is explained (together with the effect of starting to use a digital service during the withdrawal period) in the Refund & Cancellation Policy.

19. Term, suspension and termination

These Terms apply while you use the Service. You may stop using the Service and close your Account at any time. We may suspend or terminate your access if you materially breach these Terms, fail to pay, or if required by law, or where continued provision poses a security or legal risk. On termination, your right to use the Service ends. We may delete Customer Data after a reasonable period following termination, as described in the Privacy Policy; please export any data you need before terminating. Sections that by their nature should survive (including Sections 10-11 and 15-22) will survive termination.

20. Changes to these Terms

We may update these Terms from time to time. If we make material changes, we will give reasonable notice (for example, by email or in the Service) before they take effect. Your continued use of the Service after the changes take effect means you accept the updated Terms. If you do not agree, you must stop using the Service.

21. Governing law and disputes

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) are governed by the laws of the State of Wyoming, United States of America, without regard to conflict-of-law rules. The state and federal courts located in Wyoming, United States have jurisdiction, except that:

• if you are a consumer resident in the EU, you may also bring proceedings in the courts of your country of residence, and you benefit from the mandatory consumer-protection rules of that country; and
• nothing prevents either party from seeking injunctive or equitable relief where available.

22. General

• Entire agreement. These Terms, together with the Privacy Policy, Data Processing Addendum, Refund & Cancellation Policy, Acceptable Use Policy and any plan details shown at purchase, are the entire agreement between you and us about the Service.
• Severability. If any provision is held unenforceable, the rest remains in effect.
• No waiver. Our failure to enforce a provision is not a waiver of it.
• Assignment. You may not assign these Terms without our consent; we may assign them to an affiliate or in connection with a merger, acquisition or sale of assets.
• Force majeure. We are not liable for delays or failures caused by events beyond our reasonable control.
• Notices. We may give notices via the Service or by email to your Account address. You may contact us at info@s-labz.com.
• Language. These Terms are provided in English and Croatian. The English version is authoritative; in case of conflict, the English text prevails.

23. Contact

Smart Solution Labz LLC
30 N Gould St, Ste R, Sheridan, WY 82801, USA
Email: info@s-labz.com

Billing & sales (authorised reseller and merchant of record):
Smartyn d.o.o., Vladimira Nazora 1b, 40317 Podturen, Croatia
OIB: 07561436312 · Registry no. (MBS): 070214433 · VAT: HR07561436312